The Last of the Timelords
by Rayne-the Phantomess
Summary: The doctor, after the current season, meets up with an old friend. A female time lord like himself, stuck in time, with her own T.A.R.D.I.S. hidden. What will happen when they meet? What adventures are in store? 11th x OC Rated M for future chapters
1. Chapter 1: A Chanced Meeting

Screams filled the air and blood flew across the land staining it a deeper red than it already was. The war was ending but He was trapping them all in the time lock, letting them all die. She was never truly apart of the slaughter that had taken place. He had warned Ray about his plans before hand and gave her a means to escape. She was grateful for this fact. She climbed into her T.A.R.D.I.S. that was stuck in the shape of a red telephone box from the 1960's. It was similar to his but red. She smiled as she ran her hand down the side of the box and stepped in. The inside was beautiful. The designs were lavish, the walls lined in gold plated lights, red fabric making a canopy connecting to the main counsel which was in the middle of the room. Countless corridors ran through the ship proving the fact that it was indeed bigger on the inside. She walked up to the center counsel which contained the time traveling vortex and quickly switched it on, making sure that everything was ready. The stolen type 40 T.A.R.D.I.S. provided a means of escape from Gallifrey, from her past and she sighed contentedly. The machine wurred as she escaped just before Gallifrey's final curse was placed into action, the Time Lock. Looking at the monitor, she saw the planet blow up and it shock the T.A.R.D.I.S. sending her flying.

Ray found herself on another planet the next time she looked at the monitor. It was a sandy planet and she decided to walk out side to see it. Stepping out of the T.A.R.D.I.S. was new, the air, sand and sky was different from that of Gallifrey. The five suns gleamed brightly in the sky making the planet extremely hot. Having enough of the different planet, she ran back into the T.A.R.D.I.S. to explore. There where countless rooms, a library, a pool, a fully equipped kitchen, a huge wardrobe stocked with clothing she grabbed, and a few bedrooms. All of the corridors were golden with red fabric hanging down creating a palace like look. The fact that all of this was in a small telephone box blew her mind. It was beautiful to her and she was in love with it. The T.A.R.D.I.S. became the last thing she owned and had left and it was alive.

"So where to first?!"

She smirked and quickly ran towards the wardrobe. She shuffled through the piles of clothing and picked out some clothing for her to wear. This consisted of a tight black work out shirt, black pants, a white dress shirt, a black overcoat that hung down to her knees and a black hat. Her hair was brown and cascaded down her back finishing the look. She smiled to herself and quickly ran to the center counsel.

"Now, what name shall I use? I can't use my real name for obvious reasons, what about Rain? No that wouldn't work…Let me see…I travel time, I'm a time lord….Oi, why is this so difficult!"

She moved around the T.A.R.D.I.S. starting it up and trying to keep it stable. Considering the T.A.R.D.I.S. was made for six people to drive she was doing well by her self.

"Well, Rain will work!"

She flew through time and landed on Earth, year 2010. She peeked her head out of the T.A.R.D.I.S. and looked around. The sign to her right read "Welcome to West Palm Beach, Florida" In front of her laid the water strip and past the houses.

"I must be by the Intercostal, what a strange place to land."

Ray walked out of the T.A.R.D.I.S. and shut the door making sure it was locked. Behind her stood a city that was towering over the bridge she was under. Smiling to herself she walked into the city behind her. An older woman was walking on the side walk when she entered the city and Ray stopped her.

"Excuse me, what's today's date?"

The older woman smiled.

"It is December 24, Christmas eve."

Ray thanked the woman and went on her way, exploring the city. Everything was new to her, sparkling brand new. It intrigued her to no end. She left no rocked unturned, memorizing the new roads and paths, taking her in many directions. A sudden loud beeping emerged from her pocket. Startled she placed her hand in her pocked to reveal a cylindrical shaped pen. Pulling it out, she noticed the three buttons on one side and recognized it for what t was.

"A sonic screwdriver? Now when did I get that?"

Her thoughts wandered to the man who had saved her back on Gallifrey. He must have installed a system into the T.A.R.D.I.S. in order for the screwdriver to appear as it had. It was the first time she had a sonic device and she silently thanked the soldier who had saved her. He was a kind man, he was not a soldier at heart and Ray knew this. That man should have never gotten involved in the man slaughter that ensued on their planet. Tears streamed down her face as she thought about the betrayal of her family. The high council, siding with the time lords, wanting to ascend, and was a dangerous task. She shook her head and wondered once again about the man who had saved her and hoped he was still alive out there. She couldn't sense him and that worried her.

"Why... Why did things happen like they did...There was no reason to try and kill me... I was strong and fine as I was!"

A scream from close by interrupted her speech and she smiled running towards the sound. Ray ran, past dark alleyways and into a very gloomy area of the city. A tall, large animal stood there, hovering over a scared woman. The Bear-like creature was ready to attack and Ray would not allow such a thing.

"This is not your home, why are you here?"


	2. Chapter 2: The Beginning of the End

**Chapter 2: The Beginning of the End**

The inside of the Phoenix's T.A.R.D.I.S. was filled with gold and red tapestries. The walls were lined with light fixtures in a pattern designed that seemed to stretch on forever. There were three levels in the main console room. From those levels different staircases and rooms seemed to extend on forever. All the colours seemed in a mixture of a time long since past. The massive insides were a mixture of past a present combined into something not of the same time. The console room was filled with small gadgets and gizmos that surrounded a central tower system. It looked as if blown glass was in the tower. The Phoenix walked into her familiar home and the T.A.R.D.I.S. caressed her mind happily. It was like seeing a long lost family member. Tears welled in her eyes as the T.A.R.D.I.S. made happy noises and sounded bells throughout her interior. The Doctor walked up to her and smiled,

"You missed him..."

The Phoenix nodded in agreement. It had been years since she had last saw the T.A.R.D.I.S.

_She danced around the console room in a giddy stupor. _

"_So my friend, Are you male or female?"_

_The T.A.R.D.I.S. replied that he was a male and has been for many years. Phoenix laughed at his sarcasm. She flipped all the controls and watched the engine begin to move. The silence of the ride comforted her. The glass blown insides moved up and down as the engine whirled her into the Time Vortex. _

The Phoenix shook her head and turned around to look him. His face was solemn. River was busy talking to Amy and Rory.

"So Doctor, what brings you to my humble abode?"

The Doctor grimaced in sadness and looked toward the three chatty friends.

"If we could talk in private?"

The Phoenix nodded while the Doctor told his friends they would be back. They both walked towards the other end of the T.A.R.D.I.S. the massive amount of hallways and paths could confuse anyone so there was no chance anyone would hear them or see them. They entered a room that was furnished and coloured with blue and purple furniture. The bed was a king sized with a few pillows on it covered by a blue comforter. The night stand by the bed was a purple and the desk next to her was blue. The drapes that covered the fake window were both purple and blue. She sat down on the chair next to the desk. The Doctors eyes were misted over. This wasn't something he could do with anyone else in the room. She was family to him. The last of the Time Lords sat there together. It seemed like time was frozen with the tears in his eyes. This Doctor, she could tell, was not one who would show emotion and yet here he was, in front of her, about to break down. She let out a smile of reassurance.

"What happened?"

The Doctor fell down to his knees as a silent sobbed wracked his body. His hands automatically went to his face and he curled up on the floor. The Phoenix rushed over to him and held him as he silently cried. Tears began to stream down her face as images of what had happened to him streamed through her head. Time Lords had the ability to telepathically see the thought of other Time Lords. Phoenix and made small cooing noises in order to comfort him. She sang a song from long since past.

_Don't fear the darkness,_

_There is always light,_

_Don't forget your hearts_

_It is a form of bliss._

_Oh young Lord _

_Time is all yours_

_Be your own being_

_Try not being on your own_

_A companion to hold and keep_

_A true form of love to beat_

_Don't fear yourself_

_You can get through_

_Learn how to be alone_

She softly hummed the rest of the tune. The Doctor hummed along with her stopping the sobs that had previously flooded his body.

"Oh Phoenix, I ... I must send River to her death..."

This very lonely Time Lord lying on her lap, someone who should not have fallen in love, did. This would be the third time this had happened to the Doctor: first, with his wife, next with Rose and now, River. She gently stroked his hair.

"Oh Doctor, you fell in love, and came to find me to help. You know I can't stop the time lines. It is impossible. Fate and destiny have their parts to play, just like ours."

She tried to comfort him as best as he could; all those long years and no one to share them with. Her heart went out to him. She held him close.

"Maybe I can..."

Phoenix shook her head.

"Doctor... If you destroy the timeline, there will be a paradox and you will mess up the timelines."

The Doctor nodded into her shoulder and went back to crying. He clung onto her like a small child would a parent. She held him close to her. Phoenix had an idea of what he felt. She knew it from her own horrors. Through sobs the Doctor began to speak.

"Please...Phoenix... We are the only ones left of our kind...Don't leave me to face the fate of...The Time Lords alone...I've been alone too long...I feel as if I am going to... die... please..."

Images of her past and his past mixed and mashed inside her mind.

_All of the companions who she had brought along...They all had left now. The T.A.R.D.I.S. nudged her mind in order to cheer her up. It was all too much; she was alone, so very alone._

The Doctors memories of Donna, Rose, and his family, raced through her. She cried along with him; both sitting in each other's arms. Holding each other tightly, crying for lost ones. It seemed so long since she had let go.

"Doctor...I won't leave...I don't want to be alone anymore either..."

The both of them were filled with an understanding of the future, of each other. They shared a bond unknown to most people of the universe. The Doctor all of a sudden jumped up surprising Phoenix.

"Come! There's another pressing matter!"

He held out his hand for her and she smiled and gladly took it. They both ran into the secondary console room on the other side of the hall.

"Gallifrey has long since past... And there are no others beside us. So, the time lines are our responsibility, but here's the thing."

The Doctor pulled up a scanner from the console. An image of Amy's internal systems popped up. The scanner flashed positive and negative for pregnancy.

"What in the name of Gallifrey?"

Phoenix was very confused. That wasn't possible unless there was a deciding factor that had yet come to pass.

"This is the second problem I'm faced with."

Phoenix stared at the screen in puzzlement and wonder. She automatically started running around the console room trying to figure out what had happened. A scream was heard throughout the .D.I.S.

"DOCTOR!"

The Phoenix and the Doctor ran towards the main console room. That scream was from River. There in the console room was something that should never have happened. There stood two Rivers. Phoenix's jaw dropped in surprise by the fact that she had transported inside her T.A.R.D.I.S.

"Um...What?"

The older River said in confusion. There a younger River stood with a vortex manipulator on her arm. She looked just as shocked as the rest of us.

"Oh my... I messed up."

The younger River said. The Doctor walked up to her.

"What are you doing here, River?"

The younger River smiled.

"Oh, Sweetie, I was looking for you...but it seemed that I might have miscalculated the jump...by a lot..."

The Doctor hit his head.

"You must have because, this is not my T.A.R.D.I.S. How on earth did you get in here?"

The older River was in a stunned silence, vaguely recalling this moment in her own mind. She smiled to herself. It was almost time then. She knew it. The younger River looked around, a bit confused and horrified at her mistake, which could have coast the universe. She could have created a paradox.

"What do you mean?"

The Phoenix smiled and walked forward to the younger River.

"Hello...River..."

The younger River looked at me and a sad looked crossed her face.

"It is time then...It is time... Oh god..."

The Doctor and the Phoenix nodded.

"The next we meet... River...will be that time..."

The younger River nodded at her.

"Then, I must take my leave. Good bye sweetie..."

The younger River leaned in and gave the Doctor a kiss then whispered something in his ear. The Doctor slowly placed his hand on his lips in an effort not to cry in front of Amy and Rory. The old River stood there, in silence. Amy walked up to the Phoenix.

"What did she mean 'It is that time...'?"

Amy asked the Phoenix. The Phoenix grabbed Rory's and Amy's hand and led them down the corridor into the kitchen. It was a fully stocked light coloured kitchen. The kitchen was at one of the furthest ends from the console room. The Phoenix knew the Doctor had to be alone with River. Her heart strings were pulled as she fought the tears that threatened to fall from her eyes. River was his love. It would be the hardest thing he would have to do. She brought out the supplies for some tea.

"Amy, Rory, would you care for some tea?"

She asked in a hesitant voice. She wanted to try and avoid the conversation that was bond to come up soon. The Phoenix made quick work of the tea as she boiled water and got cups out. She placed the hot water on the table.

"What did the other River mean?"

Amy asked the Phoenix again. The Phoenix grimaced at the question. She knew it would be hard on the two of them. She quietly poured the tea and took a deep breath.

"River is going to die."

The Phoenix said. A look of confusion passed over the couples face. Rory stood up out of his chair, the loud noise from that was startling to the Phoenix.

"WHAT DO YOU MEAN SHE'S GOING TO DIE? SHE'S OUR FRIEND, WE WON'T LET THAT..."

The phoenix held up her hand at Rory's yelling. She cringed at the noise a bit, but Rory did quiet down. She looked through the Doctor's memories again sighing sadly and motioning for him to sit down. The cups of tea were steaming in front of her.

"The Doctor must send River Song to the library, in order to save himself and Donna from the Vashta Nerada."

Amy looked at the Phoenix in horror.

"Who's Donna? And what is the Vashta Nerada?"

The Phoenix sighed as she began to tell his story.

"During the Doctor's tenth life, before he regenerated to the face and personality he had now, him and his companion, Donna went to this library. The library itself was one giant planet. He met River the first time at this library. They were on an expedition to find out why the library had shut down. Unfortunately, River died so he wouldn't have to. In order to save the Library and the people who were in it."

Amy and Rory sat looking into their cup of tea sadly. The Phoenix took a sip of her tea.

"He is very lonely..."

Amy said. The Phoenix sighed and nodded.


	3. Chapter 3: Try Me

**Chapter 3: Try Me**

**(Sorry for the wait for update, thanks to you who have reviewed I have decided to continue the story. Now enjoy since I have now posted two chapters for this story today. I'm working on Chapter 4 and it should be out by June 6 if not sooner. So read, enjoy and review. Any input, positive or negative is most welcome so I can decided where to go from there. Chapter 4 might be a little strange but it will all be explained eventually!)  
**

River and the Doctor stood facing in each other in the main console room. Tears were threatening to fall from his eyes. A small smiled came to Rivers face, like a sense of peace had washed over her.

"I guess this is my final good-bye... My love..."

The Doctor walked up to River and held her in a tight embrace. Not willing to let go of the one thing that had been a constant in his new life. Her mysteries had all but disappeared and he had fallen madly in love with her. He pulled away for only a second and kissed her with as much passion and devotion as the Time Lord could muster. It seemed like hours had passed, nothing and no one disturbed them and silent tears fell down both of their faces. Knowing that this might be the last time they saw each other. Though, they never met in the right order.

"River...I"

She put her hand over his mouth.

"Don't... Those words...I don't deserve to hear them from you..."

The doctor brought her close again and whispered in her ear so that no one would hear them.

"River, I love you and you can't stop me from saying it. This is the last time you will see me like this. There is one thing you need to know... my real name...its"

The quiet whisper was not something even a scanner could pick up but River heard it and her eyes went wide in shock. The Doctor smiled sadly and kissed her again. Another few moments passed before he began dancing around the T.A.R.D.I.S. Phoenix's T.A.R.D.I.S. The console lights flashed and the engines started up. The machine whirred as it was thrown through the time vortex back to the time River needed to be at. The Phoenix new that he needed to be the only one there to see River off. The doctor opened the door to the T.A.R.D.I.S. They both walked out.

"Oh my Doctor, I love you."

The Doctor grabbed her hand gently and placed a sonic screwdriver in her hand. She tenderly kissed him and she walked away. The Doctor stood there motionless; looking at her for what might be the last time. The Doctor walked inside the console room closing the door. The phoenix walked in from the kitchen and smiled sadly.

"I'll drop Amy and Rory off."

The Phoenix guided the Doctor to the flight chair and helped him lie down. He shut his eyes and tried to forget the rest of the world. The Phoenix quickly started up the engines while Amy and Rory raced back to where the Phoenix stood. They cast worried looks at the now "sleeping" Doctor. The Phoenix smiled at them.

"Time for you love birds to go home now."

They nodded without protesting. The Phoenix had to come up with something before they started to suspect something was wrong.

"He's only sleeping, No need to worry."

The Phoenix new better than that, he was in shock. The T.A.R.D.I.S. came to a stop at where Amy and Rory's house was. She opened the door for them and waved good-bye. The Phoenix than began to start the engine again and directed the T.A.R.D.I.S. to her flat. She quickly picked up the Doctor and laid him down on her bed inside her apartment. Worriedly she checked his vitals then placed a hand on his head. He was running a bad fever and his heartbeat was irregular even with two hearts. She ran to the kitchen and grabbed a cloth to put on his head. She bit her tongue while soaking the cloth with water. She was more worried than ever. She didn't want to be alone again.

"Oh Doctor... You truly did love River."

She kept watch over him the entire night. Slowly she let her head drop on his shoulder and drifted off into a restless slumber.

Days had passed and the Doctor's condition was not getting any better. The Phoenix worried and took care of him every day, making sure he would not get worse and hoping he would get better. She had him drink tea once a day. She only wanted him to get better and not leave her alone in this world. She gritted her teeth in disapproval. Why should she depend on this Time Lord? She shook her head and tears fell. How could she not? He was all of her home she had left. He was the last remaining family she had left. That familiar buzz of the time lord's mind was fading, and that scared her. A News broadcast came to her attention as the TV was on in the background. A woman, older with brown curly hair was making a special announcement.

"Please, if you can hear us Doctor... We need your help... please..."

She stared sadly at the television and looked to the doctor slowly. If he wasn't able to help, she was next in line. It was her duty to help for right now, she was the only hope they had. She picked him up and placed him on the T.A.R.D.I.S.

"Looks like I'll have your job for awhile."

She started up the T.A.R.D.I.S. and then materialized in the office where the newscast was being held. She input the coordinates and time to get it as exact as she could. The poor T.A.R.D.I.S., he was crying for him. She slowly stroked the console in a comforting way. Smiling she looked back at the Doctor.

"You stay here, just rest, you need it."

She walked out the door as soon as the T.A.R.D.I.S. landed and automatically had guns pointed in her face. She sighed in laughter.

"Who are you?"

The woman from the newscast spoke. Smiling she answered.

"I am the Phoenix, the Doctors... fill in, I guess you can say."

The woman looked at her oddly. In apprehension she held up her hand. She sighed.

"Stand down men. If she knows of the Doctor, and travelled here just like he did, then we have no choice but to trust her."

Smiling she held her hand out and the woman shook it.

"I am Rosel Callaghan. The current Prime Minister of Britain."

Nodding the Phoenix retracted her hand.

"So Lady Callaghan, what can I do for you?"

A fearful look passed over her face and she leaned in.

"The Daleks... They're here!"

The sound of exterminate passed through the halls and she silently cussed under her breath. Quickly she got her sonic screwdriver out as they rounded the corner. There metal bodies filled with evil could strike fear into anyone's heart. The colours on the outside of their casing surprised her. She grinned.

"So... Daleks in London again. Can't you tin cans think of anything original?"

They stopped in front of her.

"Who...Are...You...You are not THE DOCTOR."

The awkward robotic sounding speech pattern unnerved her.

"I am the Phoenix, the Doctors... Replacement."


	4. Chapter 4: Run!

**Chapter 4: Run!**

The Phoenix smiled in a mock grin. The Daleks were going nuts at the fact that there was a replacement for the Doctor. The fact that there was another healthy Time Lord on this world was a bit much for them to comprehend.

"WERE did…. You COME…. Frommmmm! SPEAK!"

She laughed, a dark and cold one. One that showed her age.

"Same place the Doctor did, Gallifrey, but unlike the Doctor…"

Her eyes glowed a golden color and her body lifted up in a levitating state.

"… I am more powerful then any of you can comprehend!"

With one burst of energy the Daleks fell away into nothing but particles. There was nothing left of them, and she didn't care who it affected, those monsters needed to stay dead. The light left her eyes and she fell to the ground. Not unconscious but, weak. She wasn't able to keep that up for a very long time. It drained almost her entire life and she had to be careful for if she kept that up to long she would die and she might not regenerate. It took about six months to recover from something like that. She smiled weakly at the people around her. Their faces were a mixture of fear, shock, and awe. Lady Callaghan walked up to the Phoenix and held her hand up to her. The Phoenix grabbed it and pulled herself up weakly. This new job that she was forced to take upon herself. Her mind was tired already.

"Thank you, for coming when we needed someone."

The Phoenix laughed.

"It is my job now"

The Phoenix walked back to the T.A.R.D.I.S. and smiled as she walked inside. The engines started and she set the controls on random.

"Okay boy, lets go somewhere fun."

The T.A.R.D.I.S. agreed and landed within another minute. The Phoenix walked over to the Doctor with a sad feeling in her soul. Her only family, left in ruins because of some stupid universe collapsing if he didn't follow the rules. She smiled again. No he wasn't actual family. Time lords were grown not born. Though. She was a little bit of an exception. She was born, but the time lords believed she was loomed. It was a well-kept secret. Not even the high council was aware of it. She smiled again and the memories of Gallifrey. Her home that always…

"No… I won't think like that!"

She sighed and kissed the Doctor on the head.

"Wake up soon, or you'll miss all the fun"

She waved and walked out of the T.A.R.D.I.S. The planet around her was beautiful. It was a place called Rylick. Humans mostly ran it but there were some interesting creatures. A wolf with fire for fur was one of these creatures. She smiled as a whole pack walked in front of her. Then stopped. She tilted her head in confusion. The pack turned and faced her growling. She was in shock as they charged.

"Wait…wait…wait…wait!"

They stopped in a circle around her in confusion.

"I know it's confusing to why you can understand me, but, you guys usually stay away from anyone else."

The leader walked up to her and took a defense stance.

"You humans have declared war on our people, destroyed our lands, our families, for no reason but to do so!"

The wolf growled at her. She once again put her hands up.

"I'm not human, smell me, I just came here, I needed a break, Time to relax. A lot has happened."

The wolf came up to her and she let her hand down. The leader sniffed it and nodded.

"She is not human… I don't know what you are?"

The Phoenix smiled.

"I'm a Time Lord, a Gallifrian, someone from long since past, one of the last remaining."

The wolf's face turned to shock and the fire on the bodies of the wolves that surrounded her shrunk into nothing as they all bowed their heads in respect to her. The wolf's fur was now a fire red fluff. The Phoenix kneeled down to them.

"No need to do that for me, but I'm here to see what I can do for you."

She sat down on the ground and smiled again. The wolves lay down around her and looked to her for information.

"We were driven form our homes. Please, help us come to agreement with the humans."

She nodded and they all made their way to the main city. The trees and hills eventually turned into a pathway into the city. There were guards at the gate who had guns pointed. The phoenix held her hands up again, and the wolves didn't have their fires up.

"Get out of this town with those atrocious wolves!"

She sighed and mumbled humans under her breath.

"Look, we all want a compromise so bring your leader to us."

The stood still and held their guns pointed at her.

"Who are you to order us around, you arrogant child"

She sighed again.

"I am the Phoenix. One of the only Time Lords left."

They backed off and ran and she sat down and waited and the wolves reciprocated.


End file.
